THIS LEASE AGREEMENT is made as of this 1st day of August, 2005, by and between the CITY OF CHARLOTTESVILLE, VIRGINIA and the COUNTY OF ALBEMARLE, VIRGINIA, both political subdivisions of the Commonwealth of Virginia (hereinafter “Lessors”), and SILVERCREST ASSET MANAGEMENT GROUP, LLC (hereinafter “Lessee”).




            WHEREAS, the Lessors are the owners of the Premises described herein, and represents that they have clear and unencumbered title to said Premises and are able to lease the same and deliver possession of the Premises to the Lessee upon the Commencement Date as set forth herein; and


            WHEREAS, the Lessee is currently in possession of the Premises pursuant to an Assignment of Lease dated March 31, 2005 and desires to continue to lease the Premises for use as commercial office space; and


            NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties hereby agree as follows:


  1. LEASED PREMISES. The leased premises, herein referred to as the “Premises”, shall be all the property identified as Parcel 111 on City Real Property Tax Map 53, including the building containing approximately 6,218 square feet and commonly known as the Jessup Building, 614 East High Street, and labeled as “Town Hall Two” on the attached Site Plan (Attachment A), together with the parking area hereinafter designated.  The property lies between East High Street and Jefferson Street, and on the west side of 7th Street, N.E. in the City of Charlottesville.


The designated parking area shall include those ten (10) individual parking spaces marked on the attached Site Plan with an “X”.


2.   LEASE TERM AND NON-RENEWAL. The term of this Lease shall be for a period of five (5) years, beginning August 1, 2005 (“Commencement Date”) and terminating at midnight on June 30, 2010, or sooner as provided herein.  There shall be no automatic renewal or extension of the term of this Lease, and should extension or renewal be desired by Lessors or Lessee, such renewal or extension shall be accomplished by separate written instrument of equal dignity to this Lease.  Absent such written renewal or extension, this Lease shall automatically terminate at the end of the term hereof.     


  1. RENT. (A) The base annual rent for the Premises shall be Seventy-Five Thousand and 00/100 Dollars ($75,000.00) for a total base rent for the entire term of Three Hundred Sixty-Eight Thousand, Seven Hundred Fifty and 00/100 Dollars ($368,750.00). Said rent is payable in advance in monthly installments on the first day of each successive month of the lease term commencing on August 1, 2005.  Until the same is adjusted as hereinafter set forth, said monthly rental payments shall be Six Thousand, Two Hundred Fifty and 00/100 Dollars ($6,250.00) (the “Base Monthly Rent”).  If such monthly rental payment is not received by Lessors on or before the fifth (5th) day of the month in which it is due, Lessee shall pay Lessors a late charge in addition to the monthly rental of five percent (5%) of such late monthly rental payment(s).  All payments shall be made to Lessors at the address specified herein.


(B) Lessee and Lessors agree that the annual Rent for each year following the initial year of the Lease (August 1, 2005 to July 31, 2006) shall equal the amount of Rent payable during the previous rent year, unreduced by any rent credits provided for herein, increased by the “Rent Increase Percentage”.  The Rent Increase Percentage shall mean the greater of (i) the percentage increase of the Consumer Price Index for All Urban Consumers for All Items [CPI-U (1982-1984=100)] that occurred during the preceding Lease Year ending three (3) months before the anniversary date of this Lease; or (ii) three percent (3%) of the Rent payable during the previous rent year, unreduced by any rent credits provided for herein.  


(C) In consideration for this Lease, Lessee agrees to perform certain renovation work at the Premises, as more particularly described in the “Intended Rehabilitation” section of the attached Memorandum from Lessee to Lessors, dated August 24, 2005, with supporting electronic mail messages attached, all of which is attached hereto as Attachment B to this Lease. Lessee agrees that during the first year of this Lease it will expend approximately Ninety Thousand and 00/100 Dollars ($90,000.00) for the Intended Rehabilitation work described in the Attachment. All work shall be performed in a first class professional manner by licensed contractors, in full compliance with any and all applicable building and safety codes.  Lessee shall be responsible for the prompt payment of all costs, charges and invoices for the above-described work.  All work shall be completed during the first year of the lease term, unless Lessee and Lessors agree to a longer period. 


Subject to the conditions stated herein, when any of the intended rehabilitation work referenced in this paragraph (C) has been completed and paid for by Lessee, Lessee shall be entitled to a rent credit equal to the cost of the repair.  Lessee shall submit to Lessors copies of all invoices for the interior repair work with documentation evidencing payment by Lessee.  Lessors shall have the right of access to the building, upon reasonable notice to Lessee, to verify that the repairs have been performed in a satisfactory manner.  Upon receipt of the required documentation from the Lessee, Lessors shall have ten (10) working days to give written notice to Lessee if the rent credit is denied, with reasons for the denial.  If Lessors do not give timely written notice of denial to Lessee, Lessee shall be entitled to deduct from the next month’s rental payment the paid costs of the repairs.  If the amount of the rent credit is greater than the monthly rental amount, Lessee may continue to deduct the repair costs from subsequent monthly rental payments until the entire amount of the rent credit has been exhausted; provided, however, that in no event shall a credit be claimed by Lessee or allowed by Lessors (i) for any costs in excess of Fifty-Five Thousand and 00/100 Dollars ($55,000.00) over the entire term of this Lease; or (ii) for any repairs not referenced in this paragraph (C), unless such non-routine repairs and credits therefore are agreed to in writing by Lessors and Lessee prior to such repairs being made.


  1. REAL PROPERTY TAXES.  Throughout the term of this Lease Lessee shall pay all real property taxes lawfully assessed against its leasehold interest by the City of Charlottesville pursuant to Virginia Code § 58.1-3203.  In the event that the taxing authority of the City of Charlottesville determines that the Premises is not eligible for an exemption from real property taxation pursuant to Virginia Code § 58.1-3603, Lessee shall within thirty (30) days of receipt of written notice and proof of payment by Lessors, reimburse Lessors for the amount of real property taxes each has paid as an owner of the Premises.


  1. USE. Lessee shall use and occupy the Premises for general office purposes in the conduct of its business and shall not use the Premises for activities that would in any way violate any law or requirement of any public authority, cause structural damage to the improvements, interfere with the normal operation of the utility systems, cause undue noise or disturbance to neighboring properties or alter the exterior of the building. Lessee shall not use the Premises for the purposes of storing, manufacturing or selling any explosives, flammables, or other inherently dangerous substance, chemical, thing or device.


  1. QUIET ENJOYMENT.  Lessors covenant that, upon payment of rent and conditioned upon performance of all of the covenants and conditions of this Lease, the Lessee shall peacefully and quietly have, hold and enjoy the said leased Premises for the term aforesaid.


  1. CONDITION OF PREMISES / CARE AND MAINTENANCE(A) Except as may be expressly provided otherwise herein, Lessee accepts said premises and fixtures therein, if any, in their present condition and agrees to keep said premises and fixtures in a good clean condition; to commit no waste thereon; to obey all laws and ordinances affecting said Premises; and at termination hereof to surrender the premises and fixtures in like condition as when taken, reasonable wear and tear excepted. 


(B) Lessee shall be responsible for all routine and ordinary interior and exterior maintenance and repairs to the building and Premises during the term of the Lease, except that Lessors will be responsible for the following:


(1)                            Maintenance, repair or replacement of the heating, ventilation and air conditioning system;

(2)                            The initial repair of the exterior front and side walkways, and front and side retaining walls which are at the Commencement Date in a damaged condition;

(3)                            The initial repainting of the exterior window frames, shutters and roof in a color scheme mutually acceptable to Lessors and Lessee;

(4)                            Treatment and or removal of the two existing hemlock trees located in the front of the building, and if removal is necessary to install appropriate replacement trees or plantings. 


Any extraordinary repairs or replacements, including but not limited to repair or replacement to the roof, shall be performed by the Lessors, “extraordinary” being defined as those non-routine repairs or replacements with a life expectancy longer than the term of this Lease.


  1. ALTERATIONS.  Lessee shall not, without first obtaining the written consent of the Lessors, make any alterations, additions, or improvements in, to or about the Premises, except as described in paragraph 3 (C), supra.  The Lessors’ written consent will not be unreasonably withheld for any alterations, additions or improvements Lessee deems necessary or convenient to its use of the Premises for its intended purpose.  Any permanent fixtures shall become the property of the Lessors upon termination of the Lease.  Lessee shall be entitled to make improvements and additions to the existing gardens on the Premises.  All alterations shall be in accordance with applicable law, regulations and codes, including but not limited to the applicable building codes and the City of Charlottesville’s zoning ordinance.  Any changes to the exterior appearance of the building shall not be made until the Lessee has obtained a certificate of appropriateness from the City’s Board of Architectural Review or, on appeal, City Council.


  1. ORDINANCES AND STATUTES.  Lessee shall comply with all statutes, ordinances and requirements of all municipal, state and federal authorities now in force, or which may hereafter be in force, pertaining to the Premises, occasioned by or affecting the use thereof by Lessee.


  1. ASSIGNMENT AND SUBLETTING.  Lessee shall not assign this Lease or sublet any portion of the Premises without the prior written consent of the Lessors, which consent may be withheld for any reason or for no reason, or which may be conditioned in any way Lessors choose.  Any such assignment or subletting without consent shall be void and the Lessors, at their option, may terminate this Lease.


  1. UTILITIES.  Lessee shall provide and pay all charges incurred by Lessee for utilities, including gas, electricity, water, sanitary sewer and trash disposal services incurred by Lessee during the term of this Lease.  Lessee shall be responsible for the costs of any telephone, cable television and internet services to the Premises.  Lessors may interrupt or suspend the supply of any utility service to the Premises in order to make any necessary repairs or perform any maintenance for which Lessors are responsible so long as Lessors shall pursue with reasonable diligence the completion of the work.  No such interruption shall exceed a period of one (1) day without prior consent of Lessee.  If such interruption is necessary, Lessors shall give Lessee at least 48 hours prior written notice of the dates and times of the contemplated interruption, unless such interruption is due to an emergency not caused by Lessee, and shall cooperate with Lessee in order to minimize any inconvenience to Lessee. 


  1. ENTRY AND INSPECTION:  Lessees shall permit Lessors or Lessors’ agents to enter upon the Premises at reasonable times and upon reasonable notice, for the purpose of inspecting the same, and will permit Lessors at any time within sixty (60) days prior to the expiration of this Lease to place upon the Premises any usual “To Let” or “For Lease” signs, and permit persons desiring to lease the same to inspect the Premises thereafter.


  1. INSURANCE.  Lessee shall obtain and maintain in full force and effect during the term hereof business personal property insurance, including fire and extended coverage insurance, to cover its property and business operations within the Premises, and general liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00) per occurrence, and Two Million Dollars ($2,000,000.00) in the aggregate and not less than One Hundred Thousand Dollars ($100,000.00) with respect to property damage per occurrence.  The Lessee’s general liability insurance policy shall name the City of Charlottesville and the County of Albemarle as additional insureds as it pertains to the Premises.  A certificate evidencing that the Lessors have been named as additional insureds shall be provided to the City of Charlottesville as fiscal agent for Lessors. The Lessors, at their sole expense, shall adequately insure the building for fire, casualty, hazard and liability.


  1. INDEMNIFICATION.  (A) Lessee agrees to indemnify and hold harmless Lessors and their officials, officers, agents and employees from and against any and all claims, losses, liabilities, damages and expenses which arise from Lessee’s possession, use, occupation, management, repair, maintenance or control of the Premises, or any portion thereof, which arise from any negligent or wrongful act or omission of Lessee or Lessee’s agents, employees, licensees, or invitees, or result from any default, breach, violation or nonperformance of this Lease or any provision of this Lease by Lessee.  Lessee shall, at its own cost and expense, defend any and all actions, suits or proceedings which are brought against Lessors with respect to the foregoing.  Lessee shall pay, satisfy and discharge any and all judgments, orders and decrees which may be recovered against Lessors as a result of the foregoing.  Lessors shall fully cooperate in the defense of any such actions, suits or proceedings.


(B) Lessors shall not be liable for any damage or injury to person or property caused by or resulting from steam, electricity, gas, oil, rain, ice, snow, or any leak or flow from or into any part of the Premises or the building of which the same is a part, or for any damage or injury resulting or arising from any other cause or happening whatsoever unless said damage or injury is caused by the negligent or wrongful act or omission of the Lessors or either of them; and, notwithstanding the foregoing or any other provision of this Lease, Lessors shall not be liable to Lessee or any insurance company insuring Lessee for any loss or damage to Lessee’s personal property within the Premises or on Lessors’ property which was covered by fire and extended coverage insurance.      


  1. EMINENT DOMAIN.  If the Premises or any part thereof or any estate therein, or any other part of the building materially affecting Lessee’s use of the Premises shall be taken by eminent domain, this Lease shall terminate on the date when entry onto the Premises is made by the takeover entity.  The rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date or rent credits shall be repaid to Lessee.  Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of improvements owned by Lessee, and for relocation expenses.


  1.  DAMAGE BY FIRE OR OTHER CASUALTY.  If all or any portion of the Premises shall be damaged or destroyed by fire or other casualty, this Lease shall not be terminated unless Lessors decide not to replace, repair or rebuild in accord with the following provisions.  Lessee hereby waives any and all rights to terminate this Lease by reason of damage to the Premises by fire or other casualty pursuant to any presently existing or hereafter enacted statute or pursuant to any other law.  In the event of any damage to the Premises by fire or other casualty which renders the premises unfit for Lessee’s purposes, in whole or in part, there shall be an abatement of the rent payable hereunder during the period of such condition for so long as Lessee is not engaged in the conduct of its business operations in the Premises to substantially the same extent as that prior to said casualty and only to that extent which the Premises are rendered unusable, and on a pro rata basis. If all or any portion of the Premises is damaged or destroyed by fire or other casualty that is covered by Lessee’s general liability insurance, then all insurance proceeds under such policy shall be paid to the Lessors or made available for the payment for repair, replacement, or rebuilding, and the Lessors shall elect as soon as practical after the damage has occurred, but no later than twenty (20) days thereafter, whether or not to repair or rebuild the Premises or any such portion thereof to its condition immediately prior to such occurrence; provided, however, that the foregoing provisions shall not require the Lessor to repair or rebuild any part of the Premises, or of Lessee’s improvements, equipment or appurtenances not constituting fixtures or otherwise a part of the Premises owned by Lessors. In any event, Lessors shall provide Lessee written notice of its decision either to elect to or refuse to replace or rebuild said Premises within the aforesaid twenty (20) day period.  If Lessors elect not to replace or rebuild then said Lease shall be deemed terminated thirty (30) days following the occurrence causing said damage.  If at the time of Lessors’ decision to replace or rebuild, Lessors do not agree in writing to complete the repair or rebuilding within ninety (90) days after the decision is made, or within a reasonable period if ninety (90) days is unreasonable under the circumstances in light of the nature and extent of the damages, as decided by both Lessors and Lessee, Lessee shall have the option to terminate this Lease by written notice to Lessors within fifteen (15) days after Lessors’ decision.


  1. DEFAULT PROVISIONS.  (A) The following shall constitute events of default:


(1)    Abandonment of the Premises;

(2)    The default of seven (7) days in payment of rent or other sums due to Lessors hereunder;

(3)    Breach of any of the covenants or conditions of this Lease continuing for more than fifteen (15) days following receipt of written notice thereof from Lessors to Lessee;

(4)    Dissolution or commencement of any proceedings to dissolve Lessee;

(5)    Termination of existence, insolvency, business failure, appointment of a receiver, assignment for the benefit of creditors of all or any part of the property of the Lessee, or commencement of any proceedings under any bankruptcy or insolvency law by or against Lessee.


No failure on the part of the Lessors to enforce any covenant or provision herein, nor the waiver of any right hereunder by Lessors, shall discharge or invalidate such covenant or provision or any other covenant, condition or provision hereof, or affect the right of the Lessors to enforce the same in the event of subsequent breach or default. 


(B) REMEDIES ON DEFAULT.  Upon the occurrence of any event of default, Lessors shall have the right, then or at any time thereafter while such event of default shall continue, to terminate this Lease on not less than ten (10) days notice to Lessee.  On the date specified in such notice the term of this Lease shall terminate, and Lessee shall then quit and surrender the Premises to Lessors, without extinguishing Lessee’s liability.  If this Lease shall have been so terminated by Lessors, Lessors may at any time thereafter resume possession of the premises by any lawful means and remove Lessee or other occupants and their effects.   In the event of default by Lessee, rentals received by Lessors following reentry shall be applied to liability of the Lessee resulting from said default.


(C) LIABILITY OF TENANT ON DEFAULT.  If the Lessors rightfully terminate this Lease or reenters pursuant to the foregoing section, Lessee shall remain liable for the rent and all of the sums provided for in this Lease until the date this Lease would have expired had such termination not occurred and any and all expenses incurred by Lessors in reentering the Premises, repossessing the same, making good any default of the Lessee, and repairing any damage which may have resulted from Lessee’s use of the Premises excepting normal wear and tear and the expense which Lessors may incur in obtaining a new tenant.  Lessee agrees to pay to Lessors the amount of the foregoing liability with respect to each month during the term of this Lease, all of which shall be accelerated upon any default. In the event of default, and in addition to the foregoing, Lessee shall pay Lessors all costs incurred, including reasonable attorney’s fees with respect to any collection efforts, suit, or action taken or instituted by Lessors against Lessee to enforce the provisions of this Lease provided the Lessors substantially prevail.     


(D) LIQUIDATED DAMAGES.  If Lessors rightfully terminate this Lease pursuant to the foregoing default provisions, Lessors shall have the right at any time, at their option, to require Lessee to pay to Lessors, on demand, as liquidated and agreed final damages in lieu of Lessee’s liability hereinbefore provided, the rent and all of the charges which would have been payable from the date of such demand to the date when this Lease would have expired if it had not been terminated.  If the Premises have been relet for all or part of the remaining balance of the term by Lessors after default by Lessee, the amount of said rent shall be credited against any liquidated damages.  Upon payment of any such liquidated and agreed final damages, Lessee shall be released from all further liability under this Lease.


  1. RIGHT OF LESSORS TO CURE LESSEE’S DEFAULT.  If Lessee shall fail to keep or perform any of its obligations as provided in this Lease, then Lessors may, upon the continuance of such failure on Lessee’s part for fifteen (15) days after receipt of written notice from Lessors to Lessee and without waiving or releasing Lessee from any obligations, and as an additional but not exclusive remedy, make such payment or perform any such obligation and all sums so paid by Lessors and all necessary and incidental costs and expenses incurred by Lessors in making such payment or performing such obligation together with interest thereon at the judgment rate of interest, from time to time as provided by the Code of Virginia, shall be paid by Lessee to Lessors on demand, or at Lessors’ option may be added to any installment of rent thereafter falling due.


  1. SECURITY DEPOSIT.  Lessors have received a security deposit from Lessee in the amount of Four Thousand, One Hundred and Sixty-Six and 00/100 Dollars ($4,166.00) as security for the full and faithful performance by Lessee of every provision, covenant and condition of this Lease, including without limitation the surrender of possession of the Premises to Lessors as herein provided.  If Lessors apply any part of the deposit to cure any default of Lessee, Lessee shall on demand deposit with Lessors the amount so applied so that Lessors shall have the full deposit on hand at all times during the term of the Lease.  At the termination of this Lease, In the event that Lessee shall fully and faithfully comply with every provision, covenant and condition of this Lease, such security deposit or any balance of it shall be returned to Lessee within thirty (30) days after expiration or earlier termination (without default of Lessee) of the Lease and delivery of possession of the Premises to Lessors.  Acceptance of the security deposit by Lessors does not constitute any waiver of damages that may exceed the amount of the security deposit or any waiver of any other rights the Lessors may have against the Lessee, at law or in equity, by reason of Lessee’s default, and in the event of damages suffered by Lessors by reason of Lessee’s default, that exceed the amount of the security deposit, Lessors shall be entitled to such additional damages directly attributable to Lessee’s use of the Premises.


  1. ATTORNEY’S FEES.  In the event that suit is brought by either party in furtherance of its rights under this Lease, the prevailing party shall be entitled to all costs incurred in connection with such action, including a reasonable attorney’s fee.


  1. WAIVER.  No failure of Lessors to insist upon the strict performance of any term or provision of this Lease or to exercise any right or remedy consequent upon a breach thereof, and no acceptance by Lessors of full or partial rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term or provision of this Lease.  Any waiver by Lessors must be by a written instrument executed by Lessors clearly describing the waiver and its extent.


  1. SURRENDER OF LEASED PREMISES. Upon the expiration or other termination of the term of this Lease, Lessee shall quit and surrender the Premises in good order, repair, and in clean condition, and shall remove all of its property therefrom, except as otherwise provided in this Lease.


  1. ESTOPPEL CERTIFICATE. Lessee shall, without charge therefore, at any time and from time to time, within ten (10) days after receipt of a written request by Lessors, execute, acknowledge and deliver to Lessors a written estoppel certificate certifying to Lessors or any purchaser of the Premises, or any other person designated by Lessors, as of the date of such certificate, to be prepared at Lessors’ expense, stating whether or not Lessee is in possession of the Premises; whether or not this Lease is unmodified and in full force and effect; whether or not there are then existing any setoffs or defenses against the enforcement of any right or remedy of Lessors known to Lessee at that time; the dates, if any, to which any rent or other charges have been paid in advance; that Lessee has no knowledge of any then uncured defaults on the part of the Lessors under this Lease or if Lessee has knowledge of any such uncured defaults, specifying the same; that Lessee has no knowledge of any event having occurred that authorizes the termination of this Lease by Lessee; and the address to which notices to Lessee should be sent.  Further, Lessors agree to provide an estoppel certificate covering the same items to Lessee or other person designated by Lessee without charge, within ten (10) days of Lessee’s request for the same.   


  1.  NOTICES.  Any notice which either party may or is required to give shall be given by mailing the same, postage prepaid, to the following and, unless otherwise provided for herein, shall be deemed given as of the date postmarked in the United States mail to the following addresses or at such other addresses as are specified by written notice delivered in accordance herewith.


                        To Lessee:                    Russell J. Bell

Managing Director

Silvercrest Asset Management Group LLC

614 East High Street

Charlottesville, VA  22902


                        To Lessors:                   City of Charlottesville, Virginia  

City Hall, 601 East Market Street

P.O. Box 911

Charlottesville, VA 22902

Attn: Gary O’Connell, City Manager




County of Albemarle, Virginia

County Office Building

401 McIntire Road

Charlottesville, VA 22902

Attn: Robert W. Tucker, Jr., County Executive


                        with a copy to:   S. Craig Brown, Charlottesville City Attorney

City Hall, 601 East Market Street

P.O. Box 911

Charlottesville, VA 22902




Larry W. Davis, Albemarle County Attorney

County Office Building

401 McIntire Road

Charlottesville, VA 22902




  1. HEIRS, ASSIGNS AND SUCCESSORS.  This Lease is binding upon and inures to the benefit of the heirs, assigns and successors in interest to the parties.


  1. SUBORDINATION.  This Lease is and shall be subordinated to all existing and future liens and encumbrances against the property.


  1. NONAPPROPRIATION.  This Lease is subject to the approval, ratification and annual appropriations by the County of Albemarle Board of Supervisors and the City of Charlottesville City Council of the necessary money to fund the obligations of the Lessors under the Lease for succeeding fiscal years.  Should either or both of the governing bodies fail to appropriate necessary funding, the Lessors shall promptly give notice of such nonappropriation to Lessee and may terminate this Lease without incurring any penalty, liability or additional costs whatsoever.   


  1. COMMISSIONS Lessors and Lessee agree that no real estate agent or company has provided services in connection with this Lease, and each party hereto agrees to hold the other harmless from any claim made for a commission in connection with this Lease.


  1. ENTIRE AGREEMENT AND AMENDMENTS.  This Lease represents the entire agreement between the parties, and may only be amended by written addendum executed by authorized representatives of both the Lessors and the Lessee.


  1. APPLICABLE LAW.  This Lease shall be governed by the laws of the Commonwealth of Virginia.


31.  FISCAL AGENT.       As set forth in that certain Agreement dated July 20, 2004, between the City of Charlottesville (the “City”) and the County of Albemarle (the “County”), attached hereto as Exhibit C, the City shall serve as the Fiscal Agent for the Lessors under this Lease, and the Lessee shall have the benefit of the provisions of said Agreement as it relates to the Property herein.  The City shall be the recipient of all rents or other monies due. 



WITNESS the following authorized signatures and seals, all as of the day and year first herein above written.


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